Solmate Infrastructure (NASDAQ: SLMT) AGM backs board, delays auditor

Rhea-AI Filing Summary

Brera Holdings PLC, operating as Solmate Infrastructure, reported the results of its annual general meeting held on June 26, 2026. As of June 1, 2026, there were 11,009,294 Class B Ordinary Shares outstanding, with 7,871,418 votes represented, equal to about 71.49% of eligible votes and sufficient for a quorum.

Shareholders voted on director elections and other matters described in a prior Form 6-K. Five directors, including CEO Ron Sade and other nominees, received several million votes in favor, with substantial but minority opposition and minimal abstentions. Another resolution received 7,690,160 votes for, 70,813 against, and 110,445 abstentions.

A resolution relating to appointing the Company’s statutory auditor was not put to a vote. The meeting was adjourned to allow more time to identify a suitable auditor candidate, and the reconvened meeting date will be set by the Board and notified to shareholders later.

Key Figures

Class B shares outstanding: 11,009,294 shares Votes represented at AGM: 7,871,418 votes Quorum percentage: 71.49% +2 more

5 metrics

Class B shares outstanding 11,009,294 shares Class B Ordinary Shares outstanding as of June 1, 2026

Votes represented at AGM 7,871,418 votes Votes present or by proxy at June 26, 2026 AGM

Quorum percentage 71.49% Portion of 11,009,294 eligible votes represented at AGM

Votes for director Erez Simha 5,456,738 votes For votes on director nominee Erez Simha at AGM

Votes for additional resolution 7,690,160 votes For votes on another AGM resolution alongside 70,813 against

Key Terms

Annual general meeting, Class B Ordinary Shares, quorum, statutory auditor, +2 more

6 terms

Annual general meeting financial

"On June 26, 2026, the Company held an annual general meeting of its shareholders"

Class B Ordinary Shares financial

"there were 11,009,294 Class B Ordinary Shares, $0.50 nominal value per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

quorum financial

"which constituted a quorum in accordance with Article 27.6 of the Company’s Articles of Association"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

statutory auditor financial

"Resolution 3, relating to the appointment of the Company’s statutory auditor, was not put to a vote"

A statutory auditor is an independent, legally required accountant who examines a company’s financial records and issues an official opinion on whether the financial statements give a true and fair view. Investors rely on this check as a trusted third-party stamp—like a certified inspection—because it reduces the chance that errors, omissions or rule-breaking will mislead people making investment decisions.

Articles of Association financial

"in accordance with Article 27.6 of the Company’s Articles of Association"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

Form F-3 regulatory

"shelf registration statement on Form F-3 (Registration Number 333-276870)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/26/2026 - 04:16 PM Accepted by SEC EDGAR 06/26/2026 - 04:14 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2026.

Commission File Number 001-41606

BRERA HOLDINGS PLC

(Translation of registrant’s name into English)

Connaught House, 5th Floor

One Burlington Road

Dublin 4

D04 C5Y6

Ireland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

INCORPORATION BY REFERENCE

This Report of a Foreign Private Issuer on Form 6-K shall be deemed to be incorporated by reference into the i) shelf registration statement on Form F-3 (Registration Number 333-276870) of Brera Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) (NASDAQ: SLMT), a Solana-based crypto infrastructure company, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2024 and declared effective by the SEC on February 13, 2024 (the “Shelf Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Shelf Registration Statement and ii) registration statements on Form S-8 (File Nos. 333-269535 and 333-287999), in each case, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT 

Results of Annual General Meeting

On June 26, 2026, the Company held an annual general meeting of its shareholders (the “AGM”). As of June 1, 2026, the record date for the AGM, there were 11,009,294 Class B Ordinary Shares, $0.50 nominal value per share (the “Class B Ordinary Shares”), outstanding representing 11,009,294 votes entitled to vote on the proposals presented at the AGM, of which 7,871,418 votes, or approximately 71.49%, were present in person or represented by proxy, which constituted a quorum in accordance with Article 27.6 of the Company’s Articles of Association. The proposals are described in greater detail in the Company’s Report on Form 6-K, as filed with the SEC on June 2, 2026, the relevant portions of which are incorporated by reference herein. Set forth below are the final voting results in respect of resolutions 1 and 2, each of which was submitted to a vote of the Company’s shareholders at the AGM. Resolution 3, relating to the appointment of the Company’s statutory auditor, was not put to a vote at the AGM. Instead, the meeting was adjourned to permit the Company additional time to identify a suitable candidate for appointment as statutory auditor. The results of resolution 3 will be reported following the conclusion of the reconvened meeting. The reconvened meeting will be held on a date to be determined by the Board of Directors of the Company (the “Board”) and notified to shareholders in accordance with the Company's Articles of Association.

1. Resolution 1: To re-elect, by separate resolutions, each of the following five (5) members of the Board to serve for a one-year term until the next annual general meeting. Each of the following five (5) members of the Board was re-elected as set forth below:

1a. Ron Sade

For		Against		Abstain
4,865,946		3,003,800		1,672

1b. Alyazi Saeed Ahmad Alkhattal Almheri

For		Against		Abstain
4,863,814		3,005,365		2,239

1c. Erez Simha

For		Against		Abstain
5,456,738		2,413,034		1,646

1d. Tariq Salem Ebraheem Alsaman Alnuaimi

For		Against		Abstain
4,863,867		3,005,312		2,239

1e. Keren Maimon

For		Against		Abstain
4,865,673		3,004,119		1,626

2. Resolution 2: To ratify the appointment of Reliant CPA PC as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2026. The proposal was approved as set forth below:

For		Against		Abstain
7,690,160		70,813		110,445

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 26, 2026	BRERA HOLDINGS PLC
	By:	/s/ Ron Sade
		Ron Sade
		Chief Executive Officer

2

FAQ

What did Solmate Infrastructure (SLMT) report in its June 2026 AGM filing?

The company reported voting results from its June 26, 2026 annual general meeting. Shareholders elected directors, approved another resolution with strong support, and adjourned the auditor appointment item pending identification of a suitable candidate.

How many Solmate Infrastructure (SLMT) shares were entitled to vote at the AGM?

There were 11,009,294 Class B Ordinary Shares outstanding as of June 1, 2026. Each share carried one vote, giving 11,009,294 votes entitled to participate in the annual general meeting held on June 26, 2026.

What level of quorum did Solmate Infrastructure (SLMT) achieve at the AGM?

The meeting reached a quorum with 7,871,418 votes represented, about 71.49% of eligible votes. This met the quorum requirement under Article 27.6 of the Company’s Articles of Association, allowing resolutions to be considered.

How did shareholders vote on director nominees at Solmate Infrastructure’s AGM?

Five director nominees, including CEO Ron Sade, received several million votes each in favor, with lower levels of votes against and minimal abstentions. All listed nominees showed strong support relative to opposition among votes cast at the meeting.

What happened to the statutory auditor resolution for Solmate Infrastructure (SLMT)?

The resolution to appoint a statutory auditor was not voted on at this meeting. The AGM was adjourned on that item so the Company could identify a suitable auditor candidate, with results to be reported after a reconvened meeting.

What other resolution did Solmate Infrastructure (SLMT) shareholders approve at the AGM?

Shareholders approved another resolution with 7,690,160 votes for, 70,813 against, and 110,445 abstentions. This reflects very strong support among votes cast, although the filing refers readers to an earlier Form 6-K for a full description.